1995R06- CERTIFICATE FOR RESOLUTION
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CERTIFICATE FOR RESOLUTION
I, the undersigned City Secretary of the City of Schertz, Texas (the "City")
HEREBY CERTIFIES that:
1. On the 6th day of June, 1995, the City Council (the "Council") of the City
of Schertz convened in regular session at its regular meeting place in the City Hall of
the City (the "Meeting"), the duly constituted members ofthe Council being as follows:
Hal Baldwin
Timothy Swinney
Charles McDonald
Joe Potempa
Dereda Burkett
Kenneth Greenwald
Mayor
Mayor Pro Tern
Councilmember
Councilmember
Councilmember
Councilmember
All of such II sons were pr ent at the Meeting, except the following absentees:
- #J)r! (}I!.KETT , thus constituting a quorum.
Whereupon a written:
RESOLUTION APPROVING AMENDMENTS TO THE ARTICLES OF
INCORPORATION OF THE SCHERTZ HOUSING FINANCE
CORPORATION
(the "Resolution") was submitted to the Council for passage and adoption. After
presentation, the Resolution was duly moved and seconded and, after due discussion,
said motion, carrying with it the adoption of the Resolution, prevailed and carried by
the following votes:
-1 voted "For" ~ voted "Against" ~ "Abstained"
all as shown in the official Minutes of the Council for the Meeting.
2. A true, full, and correct copy of the Resolution is attached to and follows
this Certificate; the above and foregoing paragraph is a true, full, and correct excerpt
from the minutes of the Meeting pertaining to the adoption of the Resolution; the
persons named in the above and foregoing paragraph are the duly elected, qualified, and
acting members of the Council; each of such members of the Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose
of the Meeting and that the Resolution would be introduced and considered for
adoption at the Meeting; and the Meeting was open to the public, and public notice of
the time, place, and purpose of the Meeting was given, all as required by Chapter 551,
as amended, Texas Government Code.
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IN WITN~l/WHEREOF, I have signed my name officially and affIXed the seal
of the City, this ~ day of June, 1995.
Y:)Hf?UJ CU~l.4U
City Secretary
City of Schertz, Texas
(CITY SEAL)
0109923
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'&SOI--IJIIIJ) ~, tJs:e-J:,
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RESOLUTION APPROVING AMENDMENTS
TO THE ARTICLES OF INCORPORATION
OF THE
SCHERTZ HOUSING FINANCE CORPORATION
WHEREAS, the SCHERTZ HOUSING FINANCE CORPORATION (the
"Corporation") was duly created and established by the City of Schertz, Texas (the
"City") under the laws of the State of Texas, as a public instrumentality and non-profit
corporation pursuant to the Texas Housing Finance Corporations Act (the "Act");
WHEREAS, the Corporation has amended its Articles of Incorporation 1) to
modify Article EIGHT (VIII) to eliminate term limitations for directors of the
Corporation, and 2) to add Article THIRTEEN (XIII), which contains certain provisions
regarding limits on liability for monetary damages of directors of the Corporation, a
copy of such proposed amendments being attached hereto as Exhibit A;
WHEREAS, pursuant to ~ 394.016 and 394.017 of the Act, the City Council of
the City must approve all amendments to the Articles of Incorporation of the
Corporation; and
WHEREAS, it is deemed necessary and advisable that this Resolution be
adopted;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SCHERTZ, TEXAS THAT:
1) The Articles of Amendment to the Articles of Incorporation of the
Corporation, in the form attached hereto as Exhibit A are hereby authorized and
approved.
2) The Mayor and the City Secretary of the City and the other officers of the
City are hereby authorized, jointly and severally, to execute and deliver such
endorsements, instruments, certificates, documents, or papers necessary and advisable
to carry out the intent and purposes of this Resolution.
3) The proper officers of the Corporation are hereby authorized to file the
necessary documents with the Office of the Secretary of State of the State of Texas, and
to take all such further action as may be necessary or proper to carry out the intent of
this Resolution and to effectuate such amendment.
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0159928
Schertz Housing Finance Corporation
June 6, 1995
The Honorable Hal Baldwin
Mayor, City of Schertz
1400 Schertz Parkway
Schertz, TX 78154
Re: Application for approval of Articles of Amendment to Articles of Incorporation
of the Schertz Housing Finance Corporation
Dear Mayor Baldwin,
I am writing to request the Schertz City Council's approval of an amendment to
the Articles of Incorporation of the Schertz Housing Finance Corporation. Enclosed is
a proposed form of approving resolution and a copy of the proposed amendment. The
amendment (1) eliminates term limitations for ,directors of the Corporation and (2)
limits the liability for monetary damages of directors of the Corporation.
I would appreciate the City Council's approval of our application.
Should you have any questions concerning this request, please feel free to contact
me. Thank you very much for your time and the City Council's consideration of this
matter.
Very truly yours,
~~~gM~
. Charles B. SharPe, .
President of the Board of Directors,
Schertz Housing Finance Corporation
CBS
eEnclosures
0159883/810094
,14,
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SCHERTZ HOUSING FINANCE CORPORATION
CHARTER NO. 647251-01
Pursuant to the provisions of ~94.016 of the Texas Local Government Code, as
amended, the undersigned Corporation adopts the following Articles of Amendment to
its Articles of Incorporation which 1) eliminate term limitations for directors of the
Corporation, and 2) limit the liability for monetary damages of directors of the
Corporation.
The name of the Corporation is "SCHERTZ HOUSING FINANCE
CORPORATION".
The Articles of Incorporation of the Schertz Housing Finance Corporation are
hereby amended as follows:
ARTICLE EIGHT (VIII) of the Corporation's Articles ofIncorporation is hereby
amended to read as follows:
The affairs of the Corporation shall be managed by a
board of directors which shall be composed in its entirety of
persons appointed by the City Council of the City. The
number of directors constituting the board of directors is
five (5). Each director shall be eligible for reappointment.
Directors are removable by the City Council for cause or at
will. Any vacancy occurring on the board of directors
through death, resignation, or otherwise shall be filled by
appointment by the City Council, such replacement director
to hold office until expiration of the term for which the
vacating director had been appointed.
The Articles of Incorporation are hereby amended by adding thereto the
following additional ARTICLE THIRTEEN (XIII) which reads in its entirety as follows:
A director of the Corporation shall not be liable to the
Corporation for monetary damages for any act or omission
in the director's capacity as a director occurring from and
after certification by the Secretary of State of the State of
Texas that these Articles of Amendment have been filed in
such office, except to the extent that the director is found
liable for (i) a breach of the director's duty of loyalty to the
Corporation; (ii) an act or omission not in good faith that
constitutes a breach of duty of the director to the
Corporation, or an act or omission that involves intentional
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misconduct or a knowing violation of the law; (iii) a
transaction from which the director received an improper
benefit, whether or not the benefit resulted from action
taken within the scope ofthe director's office; or (iv) an act
or omission for which the liability of a director is expressly
provided by an applicable statute.
These Articles of Amendment were adopted at a meeting of the board of directors
of the Corporation duly called and held on June 6, 1995 at which meeting such
amendment received a majority vote of the Corporation's directors in office.
IN WITNESS WHEREOF, we have hereunto set our hands, this the 6th day of
June, 1995
SCHERTZ HOUSING FINANCE CORPORATION
Z~
Secretary
#~E~
, Presid~
(SEAL)
THE STATE OF TEXAS
COUNTY OF GUADALUPE
~
~
~
/ LL These Articles of
0~ day of June, 1995 by
the Schertz Housing Finance Corporation,
corporation, on behalf of said corporation.
re ckn wled~be~ me Qn the
_, I N~of
a Tex s nonprofit housing finance
(SEAL)
NORMA ALTHOUSE
NotIryPubllo._ofT""
My Commission expIres Nov, 9. 199B
~~w~
Notary Public in and for
the State of Texas
Ak,e/1l/t /II TJloU.sE
I (Printed Name of Notary)
My commission expires: Aktl, ~ Ifl,(
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